12Disclosure of pecuniary interests by directors

12 Disclosure of pecuniary interests by directors

12 Disclosure of pecuniary interests by directors

(1) If—

(a) a director has a pecuniary interest in a matter being considered or about to be considered at a meeting of the Board, and

(b) the interest appears to raise a conflict with the proper performance of the director’s duties in relation to the consideration of the matter,

the director must, as soon as possible after the relevant facts have come to the director’s knowledge, disclose the nature of the interest at a meeting of the Board.

(2) A disclosure by a director at a meeting of the Board that the director—

(a) is a director, or is in the employment, of a specified company or other body, or

(b) is a partner, or is in the employment, of a specified person, or

(c) has some other specified interest relating to a specified company or other body or to a specified person,

is a sufficient disclosure of the nature of the interest in any matter relating to that company or other body or to that person which may arise after the date of the disclosure and which is required to be disclosed under subsection (1).

(3) Particulars of any disclosure made under this section must be recorded by the Board in a document kept for the purpose and that document must be made available at all reasonable hours for inspection by any person on payment of a reasonable fee determined by the Board.

(4) After a director has disclosed the nature of an interest in any matter, the director must not, unless the Board otherwise determines—

(a) be present during any deliberation of the Board with respect to the matter, or

(b) take part in any decision of the Board with respect to the matter.

(5) For the purpose of the making of a determination by the Board under subsection (4), a director who has a pecuniary interest in a matter to which the disclosure relates must not—

(a) be present during any deliberation of the Board for the purpose of making the determination, or

(b) take part in the making by the Board of the determination.